Legal Capacity and Theoretical Concepts Over Companies

Extract

[...] You could also issue bond listed in the stock exchange rather than to private investors. The limit is two times the capital when issuing a bond. A solution to increase the capital is to get listed on the stock exchange market, should put 25% of the capital to get on the Italian secondary market. (depending on the market you will have to deposit a balance sheet every x month period). In any case, a third party of shareholders could contribute in kind to finance the company. B. [...]

[...] Transfer by contract (derivative way): article 2554 if nothing has been expressly agreed before then nothing changes there is just a new owner. The employees remain employees, and the liability is on the seller. Credits and debts are transferred too, no need of acceptance for credits just to notify the debtor that he has a new creditor, while for the debt the creditors and the future owner has to agree on the complete transfer, otherwise the precedent owner continues to be a debtor. [...]

[...] Atomistic theory sees the azienda as a sum of different properties. While unitary theory sees the azienda as something above properties, it qualifies the azienda as something else. This theory talks about the concept of universalita di mobili article 816 "are considered as a universalita the properties which aggregated to compose the entire set. Means of acquisition of ownership: derivative way, with a transfer of legal position for example through a contract or a succession. Then by law with the acquisitive prescription for example, article 922 in Italy. [...]

[...] The rights associated with the societal disposal of a company When you sell your azienda you are not supposed to run a competitive business after the sale took place for a period of 5 years. Article 2556 deals with the form of the contract to transfer an azienda, the contract which has for purpose the transfer of ownership has to provide two forms, one for validity and one for proving the legal transaction, thus written form for the second. If you do not have the written form, it would be considered as a transfer of single property only, without the rest of the business. You can also rent an azienda. [...]

[...] The general principle of limitation of liability has an exception in the case of direction and coordination of the company. And the liability is even more important if there is a coincidence of at least one member in both boards of directors. Thus, the objective of article 2497 is to protect the creditors. A list of course concepts used and to be known: - Concept of entrepreneur - Differences between companies and entrepreneurs - Difference between partnerships and companies - Analyze rules of partnership: general, simple, limited, unlimited. [...]